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EXHIBIT 4.10
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HAWK
November 1, 1996
[NAME AND ADDRESS
OF STOCKHOLDER]
Dear [NAME OF STOCKHOLDER]:
Reference is hereby made to that certain Shareholders' Agreement, dated
June 30, 1995, by and among HAWK CORPORATION, a Delaware corporation formerly
known as The Hawk Group of Companies, Inc. (the "Company"), CLANCO PARTNERS I,
CLANCO PARTNERS III, ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ TRUST A, ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
REVOCABLE TRUST, ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇ (collectively, the "Shareholders," and individually a "Shareholder") and
HAWK HOLDING CORP., a Delaware corporation formerly known as Hawk Corporation,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the "Shareholders'
Agreement").
This letter will confirm your agreement that the third recital
paragraph of the Shareholders' Agreement is hereby amended and restated in its
entirety as follows:
"WHEREAS, each Shareholder is the legal and beneficial owner
of the number of shares of Class A Common Stock, $0.01 par value
("Common Stock"), and the number of shares of Series B and Series C
Preferred Stock, $0.01 par value (collectively, "Preferred Stock"), of
the Company (the Common Stock and Preferred Stock are collectively
referred to herein as the "Stock") as set forth opposite his name on
Annex I attached hereto and incorporated herein by reference;"
This letter also will confirm your agreement that Annex I to the
Shareholders' Agreement is hereby amended and restated in its entirety as set
forth in Annex I attached to this letter.
The foregoing amendments will become effective only upon the closing of
the Company's offering of 10 1/4% Senior Notes due 2003. Please acknowledge your
agreement to the foregoing by signing and dating the enclosed copy of this
letter in the space provided below and return it to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ in the
enclosed envelope.
Very truly yours,
HAWK CORPORATION
By:
----------------------------------
Its:
---------------------------------
ACKNOWLEDGED AND AGREED:
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[NAME OF STOCKHOLDER]
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ANNEX I
-------
Common Stock Preferred Stock
------------ ----------------------------
Class A Series A Series B Series C
------------ -------- -------- --------
Clanco Partners I 461,757 985 -- 2.448
▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇, ▇▇. -- 290 315 --
Irrevocable Trust A
▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇ -- 100 -- --
Revocable Trust
▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇, ▇▇. 1,735 -- -- --
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 5,899 -- 6 --
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 4,858 -- 7 --
